SINGAPORE (THE BUSINESS TIMES) - The extraordinary general meeting (EGM) called for by eight shareholders of beleaguered ecoWise Holdings will take place on April 14 as planned, after the company said the three candidates who have been put forth by the shareholders to be voted in as directors are suitable.
These eight shareholders, who collectively own some 107 million ordinary shares of ecoWise, or a combined stake of 11.3 per cent, are convening the EGM to remove deputy chief executive Cao Shixuan from both his office as a director of the group and all his appointments with the company and its associated firms, as well as to appoint three new directors.
These three directors are Dr Danny Oh Beng Teck, Mr Gan Fong Jek and Mr Allan Tan Poh Chye.
In a filing late on April 8, ecoWise said its nominating committee and sponsor W Capital Markets have reviewed and assessed the suitability of the proposed directors, as well as the efficacy of the board as a whole upon their appointments.
The nominating committee and sponsor reviewed documents such as the resumes of the proposed new directors and their confirmation of independence. They have also commissioned a background check on the proposed new directors, and interviewed the trio to understand their professional background and experience.
Based on these steps, ecoWise's nominating committee and sponsor concluded that the three proposed directors are "well-qualified, respected professionals in their respective fields of expertise" and deem them to have no conflicts of interest.
The three may be considered independent even though they have been recommended for appointment as directors by the relevant shareholders, said ecoWise.
These trio have also confirmed that they will ensure the smooth completion of the audit and internal audit of ecoWise's first-half financial year 2021 financial results, as well as the satisfactory resolution of material findings from RSM Chio Lim LLP and Ernst & Young Advisory.
They have also said they will render support to the Singapore Exchange Regulation (SGX RegCo), W Capital Markets, RSM and EY, including responding to requests for information, interviews and visits to facilitate the first-half FY2021 audit and internal audit.
The appointment of the three proposed directors will result in an increase in ecoWise's number of directors. After their appointments, the board will have six independent non-executive directors.
However, the company said this could be a "temporary situation" as the nominating committee may deliberate and advise the board on the optimal board size upon the resolution of issues in the notice of compliance that was issued by SGX RegCo in June last year.
The company said its board will continue to have various committees - the audit committee, nominating committee and remuneration committee - with clear written terms of reference.
Mr Gan, who is the only proposed director that does not have prior experience as a director of companies listed on SGX, has completed the training in the roles and responsibilities of a director of a listed company.
"In view of the above and the strong element of independence on the board, the NC (nominating committee) and the sponsor believe that the group will benefit from the diverse experience of the members of the board and appointment of the proposed new directors will not adversely affect the efficacy of the board," said ecoWise.
